Limitations on Powers. Notwithstanding the foregoing and any other provision contained in this Agreement to the contrary, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by any Member on behalf of the Company except by the consent of all of the Members with respect to (a) the assignment, transfer, pledge, compromise or release of any of the claims of or debts due the Company (except upon payment in full) or arbitrate or consent to the arbitration of any of the disputes or controversies of the Company; (b) any merger of the Company; (c) a transaction involving an actual or potential conflict of interest between a Member and the Company; (d) any change in the character of the business and affairs of the Company; (e) the commission of any act which would make it impossible for the Company to carry on its ordinary business and affairs; or (f) any act that would contravene any provision of the Articles or this Agreement or the Act.
Appears in 5 contracts
Samples: Operating Agreement (Key Plastics Inc), Operating Agreement (Key Plastics Inc), Operating Agreement (Key Plastics Inc)